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Executive Change · Shareholder Vote

Filed Dec 20, 2023 · 2y ago · Accession 0000897101-23-000546

Plain English

Material event — a significant development the company must disclose promptly.

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Securities and Exchange Commission on November 3, 2023 (the “Proxy Statement”). A copy of the ESPP, as amended to reflect the ESPP Amendment, is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.        Item 5.07. Submission of Matters to a Vote of Security Holders   On December 14, 2023, the Company held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the seven proposals described below. The proposals presented at the Annual Meeting are described in detail in the Proxy Statement.   Of the 10,201,757 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, 6,951,013, or 68.13%, of the outstanding shares, were present either in person or by proxy.   The results for each of the proposals submitted to a vote of shareholders at the Annual Meeting are as follows:   Proposal 1: Election of Directors Proposal   The following nominees were elected to serve as directors for a term that will last until the Company’s 2024 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified. The voting with respect to the election of directors was as follows:   Nominee Votes For Withheld Broker Non-Votes Marilyn Adler 4,804,521 263,942 1,882,550 Thomas Holland 4,810,563 257,900 1,882,550 Scott Honour 3,236,932 1,831,531 1,882,550 Roger Lacey 4,699,291 369,172 1,882,550 Scott Maskin 4,734,797 333,666 1,882,550 Randall Sampson 4,806,733 261,730 1,882,550 Kyle Udseth 3,416,685 1,651,778 1,882,550      Proposal 2: Auditor Ratification Proposal   The Company’s shareholders ratified the appointment of UHY LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 by voting as follows:     For   Against   Abstain     6,703,791   50,775   196,447       Proposal 3: Authorized Share Amendment Proposal   The Company’s shareholders did not approve the amendment of the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock from 75,000,000 to 112,500,000 by voting as follows:     For   Against   Abstain   Broker Non-Votes     3,170,824   1,882,767   14,872   1,882,550              Proposal 4: Proposal to Amend the 2022 Employee Stock Purchase Plan   The Company’s shareholders approved the amendment of the Company’s 2022 Employee Stock Purchase Plan to increase the number of shares of common stock authorized for issuance under the Plan from 200,000 to 500,000 shares by voting as follows:     For   Against   Abstain   Broker Non-Votes     4,653,720   401,820   12,923   1,882,550       Proposal 5: Reverse Stock Split Proposal   The Company’s shareholders did not approve a reverse stock split of the outstanding shares of the Company’s common stock, at a ratio within a range of 1-for-2 to 1-for-15, as determined by the Board, by voting as follows:     For   Against   Abstain     5,889,031   1,017,262   44,720       Proposal 6: Private Placement Proposal   The Company’s shareholders approved the potential approve the issuance of up to $20.0 million of securities in one or more non- public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of up to 20% below the market price of the Common Stock in accordance with Nasdaq Listing Rule 5635(d) by voting as follows:     For   Against   Abstain   Broker Non-Votes     4,191,765   829,762   46,936   1,882,550       Proposal 7: Adjournment Proposal   The Company’s shareholders approved the one or more adjournments of the Annual Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to approve any of the proposals at the time of the Annual Meeting by voting as follows:     For   Against   Abstain     3,946,730   2,911,576   92,707     Pursuant to the approval of Proposal 7, and due to neither Proposal 3 nor Proposal 5 receiving sufficient votes for approval at the Annual Meeting, the Company adjourned the Annual Meeting with respect to Proposals 3 and 5. During the period of the adjournment, the Company will continue to solicit votes from its shareholders with respect to Proposal 3 and Proposal 5.   Shareholders will be able to attend the reconvened Annual Meeting via live webcast at  www.virtualshareholdermeeting.com/PEGY2023 on Friday, December 29, 2023 at 9:00 a.m. Central Time. Shareholders who have already submitted their proxy do not need to resubmit their proxy. Proxies previously submitted in respect of Proposals 3 and 5 for the Annual Meeting will be voted at the reconvened Annual Meeting as indicated therein, unless properly revoked in accordance with the procedures described in the Proxy Statement. T he record date for determining shareholders eligible to vote at the reconvened Annual Meeting will remain the close of business on October 30, 2023.         Item 9.01. Financial Statements and Exhibits.   The following exhibits are being filed with this Current Report on Form 8-K:   Exhibit No.   Description 10.1   Pineapple Energy Inc. 2022 Employee Stock Purchase Plan, as amended (incorporated by reference to Appendix B to the Company’s Proxy Statement filed on November 3, 2023)       104   Cover Page Interactive Data File (embedded within the Inline XBRL document)   SIGNATUREs   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.     PINEAPPLE ENERGY INC       By: /s/ Kyle J. Udseth     Kyle J. Udseth, Chief Executive Officer       Date: December 20, 2023
Filing details
Ticker
SUNE
CIK
22701
Form type
8-K
Filing date
Dec 20, 2023
Report date
Dec 14, 2023
Document
pegy231264_8k.htm
Size
227 KB